eGuide to CG Code

The Board decides on matters that require its approval and clearly communicates this to Management in writing. Matters requiring Board approval are disclosed in the company’s annual report.
A. Explanation

This Provision covers matters that are reserved for the Board.

The Board may delegate the normal business operations and day-to-day running of the company to management. However, certain matters require its specific approval, such as:

  • Annual plans, risk appetite and performance targets for the company.
  • The establishment of effective procedures to monitor and control operations including internal audit, risk and compliance procedures.
  • The authority or the delegation of authority to approve an acquisition, disposal, investment, capital expenditure or realisation or creation of a new venture.

The Board should decide which matters it needs to approve. For clarity and to ensure conformance, the Board should formally inform management of these “Board Reserved Matters” in writing.

A leading approach to documenting the approval of authorities and/or limits is to establish a formal Authority Grid, which clearly delineates the participation types and approval limits of the CEO, Board Chairman, Board Committees, and the full Board.

The Provision states that all matters reserved for the Board are disclosed in the annual report.

B. Practice Guidance


C. Related Rules and Regulations
  • Nil.
D. CG Guides
  • Board Guide 2.2: Authority [Board Composition].
  • Board Guide Appendix 2C: Board Powers and Delegation [Board Composition].
  • Board Guide Appendix 6G: Authority Grid [Board Relationships]
E. Related Articles




eGuide to CG Code
Definition of Corporate Governance
History and Structure of the Code
Role of the Board
Role of the Chair
Focus on Long Term and Sustainability
Revised Code Structure and Approach
Mandatory Principles
Provisions and Variations
Thoughtful and Meaningful Application
Board Matters
Principle 1
Provision 1.1
Provision 1.2
Provision 1.3
Provision 1.4
Provision 1.5
Provision 1.6
Provision 1.7
Principle 2
Provision 2.1
Provision 2.2
Provision 2.3
Provision 2.4
Provision 2.5
Principle 3
Provision 3.1
Provision 3.2
Provision 3.3
Principle 4
Provision 4.1
Provision 4.2
Provision 4.3
Provision 4.4
Provision 4.5
Principle 5
Provision 5.1
Provision 5.2
Provision 5.3
Remuneration Matters
Principle 6
Provision 6.1
Provision 6.2
Provision 6.3
Provision 6.4
Principle 7
Provision 7.1
Provision 7.2
Provision 7.3
Principle 8
Provision 8.1
Provision 8.2
Provision 8.3
Accountability and Audit
Principle 9
Provision 9.1
Provision 9.2
Principle 10
Provision 10.1
Provision 10.2
Provision 10.3
Provision 10.4
Provision 10.5
Shareholder Rights and Responsibilities
Principle 11
Provision 11.1
Provision 11.2
Provision 11.3
Provision 11.4
Provision 11.5
Provision 11.6
Principle 12
Provision 12.1
Provision 12.2
Provision 12.3
Managing Stakeholder Relationships
Principle 13
Provision 13.1
Provision 13.2
Provision 13.3
Practice Guidance
Board Roles and Director Duties
Board Composition and Guidance
Chairman and CEO
Board Membership
Board Performance
Procedures for Developing Remuneration Policies
Level and Mix of Remuneration
Disclosure on Remuneration
Risk Management and Internal Controls
Audit Committee
Shareholder Rights and Engagement
Engagement with Shareholders
Managing Stakeholder Relationships
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